
102 103LIONTRUST ASSET MANAGEMENT PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 LIONTRUST ASSET MANAGEMENT PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2023
GOVERNANCE GOVERNANCE
NOMINATION COMMITTEE REPORT
INTRODUCTION
On behalf of the Nomination Committee (the “Committee”), I
am pleased to present our report for the financial year ended
31 March 2023. This report is intended to provide a summary
of the Committee’s principal duties, as well as giving further
insight into its workings, approach and key activities during the
year and beyond.
PRINCIPAL DUTIES
The Committee’s principal duties are to regularly review the
composition of the Board and its committees to ensure the
correct balance of skills, experience and diversity is in place
and to make recommendations for change. This includes
assessing the skills, expertise and experience of the Board,
undertaking Board succession planning and leading the
selection process for new Board appointments. In fulfilling this
duty the Committee gives due consideration to the performance
of the Directors, the skills, experiences and time commitment
required of Board and committee members, potential conflicts
of interest and the benefits of diversity to enable the Board
to effectively discharge its duties. The Committee periodically
monitors workforce matters, including firmwide engagement
with staff, supporting an inclusive culture and the identification
and development of a diverse pipeline for potential succession.
The terms of reference of the Committee, which set out its role
and the authority delegated to it by the Directors, are available
on the Company’s website or upon request from the Company
Secretary. They were most recently updated in November
2022. The terms of appointment of the Directors shall be
available for inspection at the 2023 Annual General Meeting.
NON-EXECUTIVE CHAIR OF THE LIONTRUST BOARD
It is important that I address my own role as Non-executive
Chair of the Board early in this report. I first became a Non-
executive Director of Liontrust in April 2011 so have been
on the Board for over twelve years, albeit only four since my
appointment to the Chair in September 2019. We are all
cognisant that the 2018 UK Corporate Governance Code
(the “Code”) recommends that a Non-executive Chair should
not ordinarily remain in situ beyond nine years from the date of
their first appointment to the Board. The Code sets out that this
period can be extended for a limited time, particularly in those
cases where the Chair was an existing Non-executive Director
on appointment, to facilitate effective succession planning and
the development of a diverse Board.
In considering whether to extend my tenure as Chair the
Committee undertook an independent internal review. This
was led by our Senior Independent Director, Rebecca Shelley.
Naturally, other than confirming my willingness to continue
serving Liontrust as Chair if the Board considered that to be
appropriate, I did not participate in the review nor was I
present when it was discussed by the Committee. The review
was mindful of the significant expansion of the Company in
recent years, and the need to ensure that the foundations of
the firm best enable it to meet its strategic objectives over
the medium term. Expansion has been achieved through
a combination of organic and inorganic growth, the latter
including the acquisition and integration of Neptune Investment
Management in October 2020, the Architas UK Investment
Business in October 2020 and Majedie Asset Management
in April 2022. As a result the Company has considerably
increased its AUMA base, broadened the product range
and enhanced its distribution offering to clients in the UK
and overseas, whilst a number of operational departments
have been restructured and the workforce headcount nearly
doubled. The period has not been without macroeconomic
hurdles, including the challenges presented by COVID and
continuing evolution of the regulatory environment in the UK
and overseas whilst the pending acquisition and integration
of GAM present further circumstance for which future Board
stability is merited.
The Committee has also been mindful of changes to the
Board itself, with three new Non-executive Directors joining
in recent years, the recent departures of Emma Howard-Boyd
and Quintin Price, and further appointees expected over the
short and medium term as set out below. Whilst my fellow
Directors have added to the skills, experience and diversity
of the Board, the average Non-executive tenure excluding me
and George Yeandle, who intends to retire from the Board
next year, is less than three years. In this context, it has deemed
my longstanding experience as a Non-executive Director and
Chair, and my deep understanding of the asset management
industry and Liontrust itself to be particularly important in this
stage of the Company’s evolution. The Committee, supported
by the Executive Directors, has therefore concluded that it is in
the best interests of Liontrust for my role to continue for the time
being, to provide immediate stability through the Company’s
continued evolution phase and the opportunity for effective
succession planning for the Board and the role of Chair. This
period should not however be without limit; it is thus proposed,
subject to approval by our shareholders, that I remain as Non-
executive Chair for a maximum of two years, standing down
no later than the AGM in September 2025. Following this
year’s AGM, we will commence the recruitment process for
my successor. Finding the right person to take on this important
role may take time, but we do not expect that I will remain as
Chair for the full maximum two-year period described above.
COMMITTEE MEMBERS AND ATTENDANCE
During the financial year to 31 March 2023, the Committee
comprised me as Chair, along with the other independent
Non-executive Directors that served during the year; Mandy
Donald, Emma Howard Boyd, Quintin Price, Rebecca
Shelley and George Yeandle. The Executive Directors are
not Committee members although may attend meetings by
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
IN RESPECT OF THE ANNUAL REPORT AND
FINANCIAL STATEMENTS
The directors are responsible for preparing the Annual Report
and the Group and parent Company financial statements in
accordance with applicable law and regulations.
Company law requires the directors to prepare Group and
parent Company financial statements for each financial
year. Under that law they are required to prepare the
Group financial statements in accordance with UK-adopted
international accounting standards and applicable law
and have elected to prepare the parent Company financial
statements on the same basis.
Under company law the directors must not approve the
financial statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Group and
parent Company and of the Group’s profit or loss for that
period. In preparing each of the Group and parent Company
financial statements, the directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and estimates that are reasonable,
relevant and reliable;
• state whether they have been prepared in accordance with
UK-adopted international accounting standards;
• assess the Group and parent Company’s ability to continue
as a going concern, disclosing, as applicable, matters
related to going concern; and
• use the going concern basis of accounting unless they either
intend to liquidate the Group or the parent Company or to
cease operations, or have no realistic alternative but to do so.
The directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the parent Company’s transactions and disclose with
reasonable accuracy at any time the financial position of the
parent Company and enable them to ensure that its financial
statements comply with the Companies Act 2006. They are
responsible for such internal control as they determine is
necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to
fraud or error, and have general responsibility for taking
such steps as are reasonably open to them to safeguard the
assets of the Group and to prevent and detect fraud and
other irregularities.
Under applicable law and regulations, the directors are also
responsible for preparing a Strategic Report, Directors’ Report,
Directors’ Remuneration Report and Corporate Governance
Statement that complies with that law and those regulations.
The directors are responsible for the maintenance and
integrity of the corporate and financial information included
on the company’s website. Legislation in the UK governing
the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
In accordance with Disclosure Guidance and Transparency
Rule 4.1.14R, the financial statements will form part of the
annual financial report prepared using the single electronic
reporting format under the TD ESEF Regulation. The auditor’s
report on these financial statements provides no assurance
over the ESEF format.
Responsibility statement of the Directors in respect of the
annual financial report We confirm that to the best of our
knowledge:
• the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair
view of the assets, liabilities, financial position and profit or
loss of the company and the undertakings included in the
consolidation taken as a whole; and
• the strategic report includes a fair review of the development
and performance of the business and the position of the
issuer and the undertakings included in the consolidation
taken as a whole, together with a description of the principal
risks and uncertainties that they face.
We consider the annual report and accounts, taken as a
whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the group’s
position and performance, business model and strategy.
Disclosure of information to auditor
The directors who held office at the date of approval of this
directors’ report confirm that, so far as they are each aware,
there is no relevant audit information of which the Company’s
auditor is unaware; and each director has taken all the steps
that he/she ought to have taken as a director to make themself
aware of any relevant audit information and to establish that
the Company’s auditor is aware of that information.
By order of the Board
Vinay Abrol
Chief Operating Officer & Chief Financial Officer
20 June 2023